UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) JUNE 27, 2005
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MICHAEL BAKER CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
PENNSYLVANIA
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(State or Other Jurisdiction of Incorporation)
1-6627 25-0927646
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(Commission File Number) (IRS Employer Identification No.)
100 AIRSIDE DRIVE
MOON TOWNSHIP, PENNSYLVANIA 15108
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(Address of Principal Executive Offices) (Zip Code)
(412) 269-6300
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
SECTION 4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
ITEM 4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS.
On June 27, 2005, the Board of Directors of Michael Baker Corporation (the
"Company") approved the dismissal of PricewaterhouseCoopers LLP ("PwC") as the
independent registered public accounting firm for the Company and appointed
Deloitte & Touche LLP as the independent registered public accounting firm for
the Company for the fiscal year ending December 31, 2005.
PwC's audit reports on the Company's financial statements for the fiscal years
ended December 31, 2004 and December 31, 2003 did not contain any adverse
opinions or disclaimers of opinion, nor were such reports qualified or modified
as to uncertainty, audit scope or accounting principles.
During the fiscal years ended December 31, 2004 and December 31, 2003, and
through June 27, 2005, there were no disagreements with PwC on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure which, if not resolved to PwC's satisfaction would have
caused them to make reference to the subject matter of the disagreement in
connection with the audit reports of the Company's financial statements for such
years. During the fiscal years ended December 31, 2004 and December 31, 2003,
and through June 27, 2005, there were no reportable events as described under
Item 304(a) (1)(v) of Regulation S-K.
We provided PwC with a copy of the foregoing disclosures and requested from them
a letter indicating whether they agree with these disclosures. A copy of their
letter dated June 29, 2005, is attached as Exhibit 16.
During the fiscal years ended December 31, 2004 and December 31, 2003, and
through June 27, 2005, the Company has not consulted with Deloitte & Touche LLP
regarding any of the matters described under Item 304(a)(2)(i) or (ii) of
Regulation S-K.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
The following exhibit is filed with this report on Form 8-K:
<Table>
<Caption>
Exhibit No. Description
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16 Letter of PricewaterhouseCoopers LLP regarding change in certifying accountants.
</Table>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MICHAEL BAKER CORPORATION
By: /s/ William P. Mooney
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Executive Vice President and Chief
Financial Officer
Date: July 1, 2005
EXHIBIT INDEX
<Table>
<Caption>
Number Description Method of Filing
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16 Letter of PricewaterhouseCoopers LLP regarding change in Filed herewith
certifying accountants.
</Table>